§ 33-1155 — Merger.

Connecticut § 33-1155

• Jurisdiction: Connecticut
• Title 33: Corporations
• Ch. 602: Nonstock Corporations

Text

(a) One or more corporations may merge with another corporation pursuant to a plan of merger. For the purposes of sections 33-1155 to 33-1159a, inclusive, “survivor” means, in a merger, the corporation into which one or more other corporations are merged. A survivor of a merger may preexist the merger or be created by the merger. (b) The plan of merger must include: (1) The name of each corporation that will merge and the name of the corporation that will be the survivor of the merger; (2) the terms and conditions of the merger; (3) if the memberships, if any, of any corporation are to be converted into memberships of the survivor, the manner and basis of doing so; (4) the certificate of incorporation of any corporation to be created by the merger or, if a new corporation is not to be created by the merger, any amendments to the survivor's certificate of incorporation; and (5) any other provisions required by the certificate of incorporation of any party to the merger. (c) The plan of merger may include any other provisions relating to the merger that are not inconsistent with sections 33-1000 to 33-1290 , inclusive. (d) The terms of the plan of merger described in subdivisions (2) and (3) of subsection (b) of this section may be made dependent on facts ascertainable outside the plan of merger, provided such facts are objectively ascertainable. For the purposes of this subsection, “facts” includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation. (e) The plan of merger may also include a provision that the plan may be amended prior to filing a certificate of merger with the Secretary of the State, provided, if the members of a corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such members, the plan may not be amended to: (1) Change the amount or kind of memberships to be received by the members of the corporation upon conversion of their memberships under the plan; (2) change the certificate of incorporation of any corporation that will survive or be created as a result of the merger, except for changes permitted by section 33-1141 ; or (3) change any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.

Legislative History

(P.A. 96-256, S. 108, 209; P.A. 03-18, S. 42.) History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing provisions re merger into another corporation if plan of merger adopted by board and approved by members if required by Sec. 33-1156 with provisions re merger with another corporation pursuant to a plan of merger and re definition of “survivor”, amended Subsec. (b) by making technical changes, replacing “corporation planning to merge” with “corporation that will merge” and provision re surviving corporation with provision re corporation that will be the survivor of the merger in Subdiv. (1), replacing “surviving corporation” with “survivor” in Subdiv. (3) and adding Subdivs. (4) and (5) re inclusion in plan of merger of certificate of incorporation, amendments and other provisions required by certificate of incorporation, amended Subsec. (c) by deleting former Subdiv. (1) re amendments to certificate of incorporation set forth in plan of merger, deleting Subdiv. (2) designator and adding provision re plan of merger may include other provisions not inconsistent with Secs. 33-1000 to 33-1290, inclusive, added Subsec. (d) re terms of plan of merger made dependent on facts objectively ascertainable outside plan, and added Subsec. (e) re amendment of plan of merger, effective July 1, 2003.